SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TAUBMAN WILLIAM S

(Last)

(First)

(Middle)

TAUBMAN CENTERS, INC.

200 E. LONG LAKE ROAD, SUITE 300

(Street)

BLOOMFIELD HILLS

48304

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAUBMAN CENTERS INC [ TCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2006		P		250,000	A⁽¹⁾	$38.46	550,000⁽²⁾⁽³⁾	I	By limited liability company⁽⁴⁾
Common Stock								186,837	I	By general partnership⁽⁵⁾
Common Stock								12,650	I	By daughter⁽⁶⁾
Common Stock								12,750	I	By son⁽⁶⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The shares of common stock were purchased from Lisa A. Payne, Vice Chairman and Chief Financial Officer of TCO.

2. In addition to the remaining shares of common stock, Mr. Taubman also continues to have a pecuniary interest in the following securities relating to TCO: (i) 15,227 restricted stock units (unvested), 49,825 TRG incentive options (unvested), 5,925 TRG units and 5,925 shares of Series B preferred stock, each held directly, (ii) 1,338,496 TRG units and 1,338,496 shares of Series B preferred stock, each held by a limited liability company, and (iii) an aggregate of 22,761,442 shares of Series B preferred stock and 22,761,442 TRG units held by various partnerships. Each restricted stock unit represents the right to receive one share of TCO common stock upon vesting, plus a cash payment equal to all dividends that would have been paid on such share if it had been outstanding from the grant date to the vesting date.

3. Each TRG incentive option represents the right to purchase one TRG unit upon vesting, and each TRG unit can be immediately exchanged, at no cost, for a share of TCO common stock pursuant to TCO's continuing exchange offer. Series B preferred stock can be converted into TCO common stock at a ratio of 14,000 to 1. Mr Taubman disclaims all beneficial interest in the securities set forth in clause (ii) and (iii) beyond his pecuniary interest therein.

4. Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by such limited liability company beyond his pecuniary interest therein.

5. Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by such partnership beyond his pecuniary interest therein.

6. Mr. Taubman disclaims all beneficial interest in the shares of Common Stock owned by his children.

	/s/ Donald J. Kunz, Attorney-in-Fact	02/15/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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